Chevron - 10-K annual report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

x     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2004

OR

o     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                      

Commission File Number 1-368-2

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (925) 842-1000

NONE

(Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes x          No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).     x

Aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter — $99,547,278,421 (As of June 30, 2004)

Number of Shares of Common Stock outstanding as of February 25, 2005 — 2,104,440,278

DOCUMENTS INCORPORATED BY REFERENCE

(To The Extent Indicated Herein)

Notice of the 2005 Annual Meeting and 2005 Proxy Statement, to be filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934, in connection with the company’s 2005 Annual Meeting of Stockholders (in Part III)

      This Annual Report on Form 10-K of ChevronTexaco Corporation contains forward-looking statements relating to ChevronTexaco’s operations that are based on management’s current expectations, estimates and projections about the petroleum, chemicals and other energy-related industries. Words such as “anticipates,” “expects,” “intends,” “plans,” “targets,” “projects,” “believes,” “seeks,” “schedules,” “estimates” and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control and are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. The reader should not place undue reliance on these forward-looking statements, which speak only as of the date of this report. Unless legally required, ChevronTexaco undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

      Among the factors that could cause actual results to differ materially are crude oil and natural gas prices; refining margins and marketing margins; chemicals prices and competitive conditions affecting supply and demand for aromatics, olefins and additives products; actions of competitors; the competitiveness of alternate energy sources or product substitutes; technological developments; the results of operations and financial condition of equity affiliates; inability or failure of the company’s joint-venture partners to fund their share of operations and development activities; potential failure to achieve expected production from existing and future crude oil and natural gas development projects; potential delays in the development, construction or start-up of planned projects; potential disruption or interruption of the company’s production or manufacturing facilities due to war, accidents, political events, civil unrest or severe weather; potential liability for remedial actions under existing or future environmental laws or regulations; significant investment or product changes under existing or future environmental regulations (including, particularly, regulations and litigation dealing with gasoline composition and characteristics); potential liability resulting from pending or future litigation; the company’s acquisition or disposition of assets; the effects of changed accounting rules under generally accepted accounting principles promulgated by rule-setting bodies; and those set forth under the heading “Risk Factors” in Part I, Item 1 of this Annual Report. In addition, such statements could be affected by general domestic and international economic and political conditions. Unpredictable or unknown factors not discussed herein also could have material adverse effects on forward-looking statements.

      ChevronTexaco Corporation,¹a Delaware corporation, manages its investments in subsidiaries and affiliates and provides administrative, financial and management support to U.S. and foreign subsidiaries that engage in fully integrated petroleum operations, chemicals operations, coal mining, power and energy services. The company conducts business activities in the United States and approximately 180 other countries. Petroleum operations consist of exploring for, developing and producing crude oil and natural gas; refining crude oil into finished petroleum products; marketing crude oil, natural gas and the many products derived from petroleum; and transporting crude oil, natural gas and petroleum products by pipeline, marine vessel, motor equipment and rail car. Chemicals operations include the manufacture and marketing, by affiliates, of commodity petrochemicals for industrial uses, and the manufacture and marketing, by a consolidated subsidiary, of fuel and lubricating oil additives.

      In this report, exploration and production of crude oil, natural gas liquids and natural gas may be referred to as “E&P” or “upstream” activities. Refining, marketing and transportation may be referred to as “RM&T” or “downstream” activities. A list of the company’s major subsidiaries is presented on pages E-4 and E-5 of this Annual Report on Form 10-K. As of December 31, 2004, ChevronTexaco had more than 56,000 employees (including about 9,300 service station employees). Approximately 25,000, or 45 percent, of the company’s employees were employed in U.S. operations.

      Petroleum industry operations and profitability are influenced by many factors, and individual petroleum companies have little control over some of them. Governmental policies, particularly in the areas of taxation, energy and the environment have a significant impact on petroleum activities, regulating where and how companies conduct their operations and formulate their products and, in some cases, limiting their profits directly. Prices for crude oil and natural gas, petroleum products and petrochemicals are determined by supply and demand for these commodities. The members of the Organization of Petroleum Exporting Countries (OPEC) are typically the world’s swing producers of crude oil, and their production levels are a major factor in determining worldwide supply. Demand for crude oil and its products and for natural gas is largely driven by the conditions of local, national and worldwide economies, although weather patterns and taxation relative to other energy sources also play a significant part. Variations in the components of refined products sales due to seasonality are not primary drivers of changes in the company’s overall annual earnings.

      Strong competition exists in all sectors of the petroleum and petrochemical industries in supplying the energy, fuel and chemical needs of industry and individual consumers. ChevronTexaco competes with fully integrated major petroleum companies, as well as independent and national petroleum companies for the acquisition of crude oil and natural gas leases and other properties, and for the equipment and labor required to develop and operate those properties. In its downstream business, ChevronTexaco also competes with fully integrated major petroleum companies and other independent refining and marketing entities in the sale or purchase of various goods or services in many national and international markets.

      Refer to pages FS-2 through FS-21 of this Annual Report on Form 10-K in Management’s Discussion and Analysis of Financial Condition and Results of Operations for a discussion on the company’s current business environment and outlook.

¹ Incorporated in Delaware in 1926 as Standard Oil Company of California, the company adopted the name Chevron Corporation in 1984 and ChevronTexaco Corporation in 2001. As used in this report, the term “ChevronTexaco” and such terms as “the company,” “the corporation,” “our,” “we,” and “us” may refer to ChevronTexaco Corporation, one or more of its consolidated subsidiaries, or to all of them taken as a whole, but unless stated otherwise, it does not include “affiliates” of ChevronTexaco — i.e., those companies accounted for by the equity method (generally owned 50 percent or less) or investments accounted for by the cost method. All of these terms are used for convenience only and are not intended as a precise description of any of the separate companies, each of which manages its own affairs.

      ChevronTexaco is a major fully integrated petroleum company with a diversified business portfolio, strong balance sheet, and a history of generating sufficient cash to fund capital and exploratory expenditures and to pay dividends. Nevertheless, some inherent risks could materially impact the company’s financial results of operations or financial condition.

      ChevronTexaco is primarily in a commodities business with a history of price volatility. The single largest variable that affects the company’s results of operations is crude oil prices. Except in the ordinary course of running an integrated petroleum business, ChevronTexaco does not seek to hedge its exposure to price changes. A significant, persistent decline in crude oil prices may have a material adverse effect on its results of operations and its capital and exploratory expenditure plans.

      The company is in an extractive business; therefore, if ChevronTexaco is not successful in replacing the crude oil and natural gas it produces with good prospects for future production, the company’s business will decline. Creating and maintaining an inventory of projects depends on many factors, including obtaining rights to explore, develop and produce hydrocarbons in promising areas, drilling success, ability to bring long lead-time, capital intensive projects to completion on budget and schedule, and efficient and profitable operation of mature properties.

      ChevronTexaco operates in both urban areas and remote and sometimes inhospitable regions. The company’s operations and facilities are therefore subject to disruption from either natural or human causes, including hurricanes, earthquakes, floods, civil unrest, fires and explosions, any of which could result in suspension of operations, or harm to people or the natural environment.

      The company produces, transports, refines and markets materials with potential toxicity, and it purchases, handles and disposes of other potentially toxic materials in the course of the company’s business. ChevronTexaco operations also produce byproducts, which may be considered pollutants. Any of these activities could result in liability, either as a result of an accidental, unlawful discharge or as a result of new conclusions on the effects of the company’s operations on human health or the environment.

      The company’s operations, particularly exploration and production, can be affected by changing economic, regulatory and political environments in the various countries in which it operates. As has occurred in the past, actions could be taken by host governments to increase public ownership of the company’s partially– or wholly owned businesses, and/or to impose additional taxes or royalties.

      In certain locations, host governments have imposed restrictions, controls and taxes, and in others, political conditions have existed that may threaten the safety of employees and the company’s continued presence in those countries. Internal unrest, acts of violence or strained relations between a host government and the company or other governments may affect the company’s operations. Those developments have, at times, significantly affected the company’s related operations and results, and are carefully considered by management when evaluating the level of current and future activity in such countries. At December 31, 2004, approximately 27 percent of the company’s proved reserves were located in Kazakhstan. The company also has significant interests in Organization of Petroleum Exporting Countries (OPEC)-member countries

including Indonesia, Nigeria and Venezuela. Approximately 25 percent of the company’s net proved reserves, including affiliates, were located in OPEC countries at December 31, 2004.

      ChevronTexaco’s primary objective is to achieve sustained financial returns from its operations that will enable it to outperform its competitors. The company set a goal to generate the highest total stockholder return (based on a combination of stock price appreciation and reinvested dividends) among a designated peer group for the five-year period 2000-2004. BP, ExxonMobil and Royal Dutch Shell – among the world’s largest publicly traded integrated petroleum companies – comprised the company’s designated competitor peer group for this purpose. For the five years ending December 31, 2004, ChevronTexaco tied one other company in the peer group for the highest total stockholder return.

As a foundation for attaining this goal, the company had established four key priorities, which continue into 2005:

Supporting these four priorities is a focus on:

           The company’s long-term strategies for its largest businesses build on this framework and focus on balancing financial returns and growth. The strategies for upstream (exploration and production) are to grow profitability in core areas, build new legacy positions, and commercialize the company’s natural gas equity resource base by targeting North American and Asian markets. The primary strategy for downstream (refining, marketing and transportation) is to continue to improve returns by focusing on areas of market and supply strength.

      The upstream and downstream activities of the company are widely dispersed geographically. The company has operations in North America, South America, Europe, Africa, Middle East, Central and Far East Asia, and Australia. Besides the large upstream and downstream businesses, the company’s other comparatively smaller business segment is chemicals, which is conducted by the company’s 50 percent-owned affiliate – Chevron Phillips Chemical Company LLC (CPChem) – and the wholly owned Chevron Oronite Company (Chevron Oronite). CPChem has operations in the United States, Puerto Rico, Singapore, China, South Korea, Saudi Arabia, Qatar, Mexico and Belgium. Chevron Oronite is a fuel and lubricating-oil additives business that owns and operates facilities in the United States, France, the Netherlands, Singapore and Japan and has equity interests in facilities in India and Mexico.

      ChevronTexaco also owns an approximate 25 percent equity interest in the common stock of Dynegy Inc. (Dynegy), an energy provider engaged in power generation, gathering and processing of natural gas, and the fractionation, storage, transportation and marketing of natural gas liquids. The company holds an additional investment in Dynegy preferred stock. Refer to page FS-11 and Note 8 on page FS-36 for further information relating to the company’s investment in Dynegy.

      Tabulations of segment sales and other operating revenues, earnings, income taxes for the three years ending December 31, 2004, and assets as of the end of each year — for the United States and the company’s major international geographic areas — may be found in Note 9 to the consolidated financial statements beginning on page FS-36 of this Annual Report on Form 10-K. In addition, similar comparative data for the company’s investments in and income from equity affiliates and property, plant and equipment are contained in Notes 14 and 15 on pages FS-39 to FS-41.

      A discussion of the company’s capital and exploratory expenditures is contained on pages FS-12 and FS-13 of this Annual Report on Form 10-K.

      The following table summarizes the company’s and affiliates’ net production of liquids and natural gas production for 2004 and 2003.

In 2004, ChevronTexaco conducted its exploration and production operations in the United States and approximately 25 other countries. Worldwide oil-equivalent production in 2004, including volumes produced from oil sands and production under an operating service agreement, declined approximately 5 percent from 2003. The decline was largely the result of lower production in the United States due to normal field declines, property sales and curtailments as a result of damages to producing operations from hurricanes in the Gulf of Mexico in September 2004. International oil-equivalent production was down marginally between years. Refer to the “Results of Operations” section beginning on page FS-6 for a detailed discussion of the factors explaining the 2002-2004 changes in production for crude oil and natural gas liquids and natural gas.

      For the past six years, the company’s worldwide oil-equivalent production, including the volumes produced from oil sands and production under an operating service agreement, has followed a downward trend. Production in 2004 was 85 percent of 1998 levels, equivalent to an average annual decline rate of about 3 percent. For 2005, the company again expects worldwide oil-equivalent production to be lower. Increases internationally in 2005 are not expected to fully offset lower rates in the United States, which the company projects will result largely from normal field declines and the absence of production associated with property sales. The actual level of worldwide production in 2005 remains uncertain for reasons including the potential for constraints imposed by OPEC, and disruptions caused by weather, local civil unrest and other factors. Production capacity in the 2006-2008 period may permit the worldwide oil-equivalent production level to increase from that expected in 2005. Refer to the “Review of Ongoing Exploration and Production Activities in Key Areas” beginning on page 11 for a discussion of the company’s major oil and gas development projects.

      At December 31, 2004, the company owned or had under lease or similar agreements undeveloped and developed oil and gas properties located throughout the world. The geographical distribution of the company’s acreage is shown in the following table.

Refer to Table IV on page FS-62 of this Annual Report on Form 10-K for data about the company’s average sales price per unit of oil and gas produced, as well as the average production cost per unit for 2004, 2003 and 2002. The following table summarizes gross and net productive wells at year-end 2004 for the company and its affiliates.

      Table V, beginning on page FS-63, sets forth the company’s proved net oil and gas reserves, by geographic area, as of December 31, 2004, 2003 and 2002. Also, refer to Table V for a discussion of major changes to proved reserves by geographic area for 2004. During 2004, the company provided oil and gas reserves estimates for 2003 to the Department of Energy, Energy Information Agency. Such estimates are consistent with and do not differ more than 5 percent from the information furnished to the SEC in this Annual Report on Form 10-K. During 2005, the company will file estimates of oil and gas reserves with the Department of Energy, Energy Information Agency, consistent with the reserve data reported in Table V.

      The company sells crude oil, natural gas and natural gas liquids from its producing operations under a variety of contractual arrangements. Most contracts generally commit the company to sell quantities based on production from specified properties, but certain gas sales contracts specify delivery of fixed and determinable quantities.

      In the United States, the company is contractually committed to deliver to third parties and affiliates approximately 180 billion cubic feet of natural gas through 2007 from United States reserves. The company believes it can satisfy these contracts from quantities available from production of the company’s proved developed U.S. reserves. These contracts include variable-pricing terms.

      Outside the United States, the company is contractually committed to deliver to third parties approximately 700 billion cubic feet of natural gas through 2007 from Australian, Canadian, Colombian and Philippine reserves. The sales contracts contain variable pricing formulas that are generally referenced to the prevailing market price for crude oil, natural gas or other petroleum products at the time of delivery and that in some cases consider inflation or other factors.

      The company believes it can satisfy these contracts from quantities available from production of the company’s proved developed Australian, Colombian and Philippine reserves. The company plans to meet its Canadian contractual delivery commitments through third-party purchases.

      Details of the company’s development expenditures and costs of proved property acquisitions for 2004, 2003 and 2002 are presented in Table I on page FS-58.

      The table below summarizes the company’s net interest in productive and dry development wells completed in each of the past three years and the status of the company’s development wells drilling at December 31, 2004. A “development well” is a well drilled within the proved area of a crude oil or natural gas reservoir to the depth of a stratigraphic horizon known to be productive. “Wells drilling” includes wells temporarily suspended.

      The following table summarizes the company’s net interests in productive and dry exploratory wells completed in each of the last three years and the number of exploratory wells drilling at December 31, 2004. “Exploratory wells” are wells drilled to find and produce crude oil or natural gas in unproved areas and include delineation wells, which are wells drilled to find a new reservoir in a field previously found to be productive of crude oil or natural gas in another reservoir or to extend a known reservoir beyond the proved area.

      “Wells drilling” includes wells temporarily suspended. Refer to the suspended wells discussion in “Litigation and Other Contingencies” in Management’s Discussion and Analysis of Financial Condition and Results of Operations on page FS-17 and Note 1, Summary of Significant Accounting Policies; “Properties, Plant and Equipment” on pages FS-30 and FS-31 and Note  21, Accounting for Suspended Exploratory Well Costs beginning on page FS-45 for further discussion.

      The ultimate disposition of these well costs is dependent on one or more of the following: (1) decisions on additional major capital expenditures, (2) the results of additional exploratory drilling that is under way or firmly planned, and (3) securing final regulatory approvals for development.

      Details of the company’s exploration expenditures and costs of unproved property acquisitions for 2004, 2003 and 2002 are presented in Table I on page FS-58.

      ChevronTexaco’s 2004 key upstream activities, also discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations beginning on page FS-2, are presented below. The comments include reference to “net production,” which excludes partner shares and royalty interests. “Total production” includes these components. In addition to the activities discussed, ChevronTexaco was active in other geographic areas, but these activities were less significant.

      The discussion below references the status of proved reserves recognition for long-lead-time projects not yet on production and for projects recently placed on production. Reserves are not discussed for recent discoveries not yet advanced to a project stage and for production in mature areas.

      The United States upstream activities are concentrated in the Gulf of Mexico, California, Louisiana, Texas, New Mexico and the Rocky Mountains. Average daily net production during 2004 was approximately 505,000 barrels of liquids and 1.9 billion cubic feet of natural gas, or 817,000 barrels per day on an oil-equivalent basis. The company announced plans in 2003 to sell interests in nonstrategic producing properties in the United States, and during 2004 substantially all of the larger asset packages were sold. The effect of these sales on 2004 net oil-equivalent production was about 30,000 barrels per day. The remaining properties earmarked for sale are expected to be disposed of during 2005 and represent less than 1 percent of the U.S. oil-equivalent production at the end of 2004. Refer to Table V beginning on page FS-63 for a discussion of the reserves and different characteristics for the major U.S. producing areas.

      The 57 percent-owned and operated Genesis averaged daily net production of approximately 13,000 barrels of crude oil and 18 million cubic feet of natural gas in 2004. Petronius production was shut-in for repairs following hurricane damage in September 2004, and is expected to resume producing in March 2005. Typhoon, which is 50 percent-owned and operated, had average daily net production of approximately 11,000 barrels of crude oil and natural gas liquids and 14 million cubic feet of natural gas in 2004, including production from the Boris Field that utilizes the Typhoon production facility.

      Development continues on the company-operated Perseus and Tahiti projects, which are not yet on production. The company’s ownership interests are 50 percent and 58 percent, respectively. At Perseus, platform rig damage due to the September 2004 hurricane delayed the estimated completion of the first producing well until April 2005. A second production well is scheduled to follow in the first quarter 2006. Average net production in 2005 from the first Perseus well through the Petronius facilities is estimated at more than 4,000 net barrels of oil-equivalent per day after start-up. The initial booking of proved undeveloped reserves occurred in 2003 and a reclassification of certain reserves to proved developed will occur in early 2005, prior to the start of production from the first well. The Perseus project has an estimated production life of between six and nine years. At Tahiti, engineering and equipment procurement was in process during 2004. A successful well test of the original discovery well was also conducted in 2004. Initial booking of proved undeveloped reserves occurred in 2003, and transfer of certain reserves into the proved developed category is anticipated in 2008, when first production is scheduled to begin. Tahiti is expected to have a production life of 25 years.

      In Gulf of Mexico exploration, the company participated in 11 deepwater exploratory wells during 2004 and announced two discoveries — the 50 percent-owned and operated Jack prospect and the 17 percent-owned and nonoperated Tobago prospect. Further evaluation of commercial potential also continued on the 2003 discovery at the 30 percent-owned and nonoperated Tubular Bells prospect with additional follow-up drilling planned for the 2005-to-2006 timeframe. Commercial appraisal work also continues at the nonoperated 33 percent-owned Great White Field, including an additional well that is planned in 2005, and at the nonoperated 13 percent-owned Saint Malo discovery. Proved reserves have not been recognized for these projects. Appraisal drilling also occurred in 2004 at the 63 percent-owned and operated Blind Faith. Initial production is expected by early 2008. No proved reserves have been recognized for this project. The 75 percent-owned and operated Tonga prospect was drilled in 2003 and the data from this well is under evaluation.

      In December 2004, the company announced it had finalized a 20-year agreement for regasification capacity at the proposed Sabine Pass liquefied natural gas (LNG) terminal. In November 2004, the company announced it had plans to submit federal and state permit applications for a regasification terminal to import LNG located at its Pascagoula Refinery.

     Other U.S. Areas: Outside of California and the Gulf of Mexico, the company manages operations in the midcontinent United States extending from the Rockies to southern Texas. In 2004, average daily net production was 130,000 barrels of crude oil and natural gas liquids and 950 million cubic feet of natural gas.

      In Block 14, net production in 2004 from the Kuito Field, Angola’s first deepwater producing area, averaged approximately 18,000 net barrels of crude oil per day. The development plans for the Benguela, Belize, Lobito and Tomboco fields in Block 14 were approved in 2003. Phase 1 of the $2.2 billion project involves the installation of an integrated drilling and production platform and the development of the Benguela and Belize fields, projected for first oil in early 2006. Proved undeveloped reserves for these fields were booked in 1998. Phase 2 involves the installation of subsea systems, pipelines and wells for Lobito and Tomboco. Proved undeveloped reserves for these fields were booked in 2000. Phase 2 is under construction, with first oil planned for late 2006. After both phases are completed, maximum total daily production is estimated at more than 200,000 barrels of crude oil in 2008. Some proved developed reserves will be recognized near to the time of first oil. The concession for these fields will expire in 2027.

      The Landana and Tombua fields were discovered in 1997 and 2001, respectively, and appraisal drilling was done from 1998 through 2002. Proved undeveloped reserves for Tombua and Landana were booked in 2001 and 2002, respectively. Feasibility studies were completed in 2004 for the Tombua-Landana development, which is targeted as the next major capital project for Block 14 and is currently in front-end engineering. Estimated capital expenditures for the development exceed $2 billion. Proved developed reserves will start to be recognized near the time of first production.

      ChevronTexaco has two other concessions in Angola. Block 2, 20 percent-owned and operated, and Block FST, in which the company has a 16 percent nonoperated interest, had a combined net production of nearly 6,000 barrels of crude oil per day in 2004.

      The Angola LNG Project is an integrated gas utilization project. ChevronTexaco and Sonangol, the state oil company of Angola, are co-leading the project in which the company has a 36 percent interest. Front-end engineering and design work is expected to start in the first half of 2005.

     Chad-Cameroon: ChevronTexaco is a non-operating partner in a project to develop oil fields in southern Chad and transport crude oil by pipeline to the coast of Cameroon for export. Net daily production in 2004 was 37,000 barrels of crude oil. All three of the original fields are now on production. Proved undeveloped reserves were booked in 2000 and began to be reclassified to proved developed reserves in 2002. The production life of the field is estimated at 30 years.

ChevronTexaco has a 25 percent interest in the upstream operations and an approximate 21 percent interest in the pipeline.

     Equatorial Guinea: ChevronTexaco is a 45 percent partner and operator of the L Block offshore the Republic of Equatorial Guinea. The first exploration well, Ballena-1, was completed in 2003. In the fourth quarter 2004, ChevronTexaco initiated partial farm-out activities and, if completed, plans to drill two stratigraphic prospects in Block L.

     Libya: In early 2005, the company was awarded Block 177 in Libya’s first exploration license round under the Exploration and Production Sharing Agreement IV. The company was also made operator of Block 177 with 100 percent equity.

      Net onshore production capacity of about 45,000 barrels of oil per day has been shut-in since March 2003. The company has adopted a phased plan to restore these operations and has taken initial steps to determine the extent of damage and secure the properties. The company has begun initial production-resumption efforts in certain areas. The Abiteye Field, closest to the Escravos terminal, was returned to production in 2004. Restoration activities in the remaining fields will continue through 2006.

      In May 2004, ChevronTexaco received a 100 percent contractor interest under a production-sharing contract arrangement in OPL (Oil Prospecting License)-247. This agreement further increased the company’s leading acreage position in the Nigerian deepwater trend.

      The company also continued activities in the deepwater Agbami development. Significant progress was made toward achieving final governmental approvals and executing key agreements. During 2004, the company drilled four development wells. In early 2005, the Agbami Development had achieved the following major milestones: conversion of OPL-216 and OPL-217 to OML (Oil Mining Lease)-127 and OML-128, approval of the Field Development Plan, award of the floating production, storage, and offloading unit (FPSO) contract, concurrence on the Unit Agreement and project funding approval by partners. Proved undeveloped reserves were recognized for this project in 2002. Prior to the anticipated production start-up, in 2008, proved undeveloped reserves would be reclassified to proved developed reserves. The expected field life is approximately 20 years. ChevronTexaco’s share of contractor’s interest under the Agbami production-sharing contract arrangements are 80 percent in OML-127 and approximately 46 percent in OML-128.

      In August 2003, the Aparo discovery on OPL-213 was extended with a delineation well on OPL-249. The Aparo/ Bonga SW fields straddle OPL-212, OPL-213 and OPL-249. ChevronTexaco signed an agreement with the operator of OPL-212 in 2004 to conduct technical studies in pursuit of a unitized joint development of the Aparo/ Bonga SW discovery. The timing of recognition of proved undeveloped reserves will depend on the completion of these studies and subsequent

unitization. Also on Block OPL-249, which contains the 2003 Nsiko discovery, two additional appraisal wells were drilled in 2004. Both wells confirmed the presence of producible crude oil over the entire structure.

      OPL-222 activities continued in 2004 with the appraisal program for the greater Usan area and successful drilling of the fifth and sixth wells. Proved undeveloped reserves were recorded in 2004 for the Usan Field with development planned to enter the basic engineering phase in 2005. Initial production is estimated to occur in 2009 before which time certain proved undeveloped reserves would be reclassified to proved developed reserves. The company holds a 30 percent interest in this project.

      At the Escravos Gas Project (EGP), onshore and offshore engineering, procurement and construction bids were received in 2003. Bids were reissued in 2004 following a review of the project design and scope. Start-up is expected in 2008 and includes adding a second gas plant with 395 million cubic feet of capacity, which would increase capacity to 680 million cubic feet of natural gas per day and increase LPG and condensate exports to 43,000 barrels per day. ChevronTexaco holds a 40 percent interest in this project.

      The company is also pursuing a planned gas-to-liquids facility at Escravos. Lump-sum engineering, procurement and construction bids for the planned gas-to-liquids facility at Escravos were opened in May 2004. Construction is expected to begin during 2005, pending finalization of fiscal terms. The project is the first to use the technology and operational expertise of the Sasol Chevron global 50-50 joint venture. Project start-up is expected in 2008. Proved undeveloped reserves associated with EGP were recognized in 2002. These reserves will be reclassified to proved developed reserves as various stages of EGP and related projects are completed.

      In November 2004, the company and its partners in the Brass LNG Project located in Nigeria’s central Niger Delta, awarded the contract for front-end engineering and design of its two-train liquefied natural gas facility. The project is expected to start up in 2010. No proved reserves have been recognized for this project.

      In early 2005, the company announced plans to conduct a feasibility study on a potential LNG project at Olokola in southwest Nigeria. Future decisions to move forward with Olokola LNG will depend on the results of the feasibility study.

     Nigeria - São Tomé and Príncipe Joint Development Zone (JDZ): The company was awarded JDZ Block 1 in 2004. In early 2005, the company signed a production sharing contract with the Joint Development Authority, under which ChevronTexaco will be the operator with a 51 percent interest.

     Republic of Congo: ChevronTexaco has a 30 percent interest in Nkossa, Nsoko and Moho-Bilondo exploitation permits and a 29 percent interest in the Marine VII Kitina and Sounda exploitation permits, all of which are offshore Republic of Congo and adjacent to the company’s concessions in Angola. Net production from the company’s concessions in the Republic of Congo averaged 12,000 barrels of crude oil per day in 2004. Assessment of the Moho and Bilondo satellite fields progressed during 2004, with the drilling of the MOBIM 1 well. Work is in progress to determine the development plan for the field.

     Southern Africa: Appraisal drilling is planned in 2005 to assess the size and commerciality of the successful Lianzi-1 well drilled in the 14K/A-IMI Unit, located between the Republic of Congo and Angola, in which the company is operator and holds an approximate 31 percent interest. Timing is uncertain regarding the recognition of proved reserves.

      ChevronTexaco operates the crude oil producing facilities on Barrow and Thevenard Islands, which had combined net crude oil production of 7,000 barrels per day in 2004. ChevronTexaco equity interest in this operation is 57 percent for Barrow Island and 51 percent for Thevenard Island.

      ChevronTexaco is the operator of the 57 percent-owned Gorgon-area fields and has between 50 to 100 percent interest in other Greater Gorgon fields off the northwest coast of Australia. The 12 discovered natural gas fields straddle 17 lease blocks in the Greater Gorgon Area. The Gorgon Project is moving forward on front-end-engineering-and-design feasibility work, targeting initial production for 2009-2010. Preliminary gas sales agreements have been signed with CNOOC and with a planned North American West Coast terminal. Proved reserves have not been recognized for any of the Gorgon fields and reserves booking is contingent on securing LNG sales and purchase agreements and other key project milestones.

      In 2004, the company drilled the successful wholly owned Wheatstone-1 natural gas well located offshore Western Australia. Production tests were completed in 2004 and the company is conducting a 3-D seismic program.

     Cambodia: ChevronTexaco operates and holds a 55 percent interest in Block A, located offshore Cambodia in the Gulf of Thailand, after a 15 percent farm-out during 2004. The concession covers approximately 1.6 million acres. ChevronTexaco processed more than 600,000 acres of 3-D seismic data and drilled four exploration wells on the second exploration campaign resulting in four crude oil discoveries in 2004. The company is evaluating appraisal and additional exploration opportunities for 2005. Proved reserves have not been recognized for this project.

     China: ChevronTexaco has a 33 percent interests in Blocks 16/08 and 16/09, located in the Pearl River Delta Mouth Basin. Daily net production in 2004 from the eight fields in these blocks averaged about 10,000 barrels of crude oil. The company has a 25 percent interest in QHD-32-6 in Bohai Bay, which had 2004 average net production of about 7,000 barrels of crude oil per day, and a 16 percent working interest in Bozhong 25-1 unitized development project in Block 11/19, located in Bohai Bay, which achieved initial production in August 2004. Average net production from the field was about 1,000 barrels of crude oil per day. The company has interest ranging from 64 to 100 percent interest in five prospective natural gas blocks totaling about 2.7 million acres.

     Partitioned Neutral Zone (PNZ): Saudi Arabian Texaco Inc., a ChevronTexaco affiliate, holds a 60-year concession, originally signed in 1949, to produce onshore crude oil from the PNZ, located between the Kingdom of Saudi Arabia and the State of Kuwait. The Kingdom of Saudi Arabia and the State of Kuwait each own an undivided 50 percent interest in the PNZ’s hydrocarbon resources. The company, by virtue of its concession, has the rights to the Kingdom’s undivided 50 percent interest in the hydrocarbon resources located in the onshore PNZ and pays a royalty and other taxes on hydrocarbons produced. During 2004, average daily net production was 117,000 barrels of crude oil and 20 million cubic feet of natural gas.

     Philippines: The company holds a 45 percent interest in the Malampaya natural gas field located about 50 miles offshore Palawan Island. Malampaya represents the first offshore production of natural gas in the Philippines. Daily net production was 131 million cubic feet of natural gas and 7,000 barrels of condensate.

     Qatar: In 2004, Sasol Chevron, ChevronTexaco’s 50-50 global joint venture with Sasol of South Africa, entered into a memorandum of understanding with Qatar Petroleum to expand the Oryx gas-to-liquids project and a letter of intent to examine GTL base oils opportunities in Qatar. Qatar Petroleum and Sasol Chevron also agreed to pursue an opportunity to develop a 130,000 barrels-per-day integrated gas-to-liquids project.

     Thailand: ChevronTexaco operates Blocks B8/32, 9A and G4/43 in the Gulf of Thailand. The company holds approximately a 52 percent interest in Blocks B8/32 and 9A and a 60 percent interest in Block G4/43. The company also holds a 33 percent interests in exploration Blocks 7, 8 and 9, which are currently inactive pending resolution of border issues between Thailand and Cambodia.

      Block B8/32 produces crude oil and natural gas from four fields: Benchamas, Maliwan, North Jamjuree and Tantawan. Daily net production in 2004 from these fields was 93 million cubic feet of natural gas and 20,000 barrels of crude oil. During the year, 72 development wells were drilled and five wellhead platforms were installed in Block B8/32. In 2004, the company completed an upgrade of processing capacity at the Benchamas Field, increasing total capacity to approximately 65,000 barrels of crude oil per day (34,000 net barrels). Further development of the concession focused on the North and Central Benchamas Area and the development of the North Jarmjuree Field, located between the Benchamas and Tantawan fields. First production at North Jarmjuree was in the third quarter 2004.

      In 2004, the company farmed-out a 25 percent interest in Block G4/43, reducing its interest to 60 percent. One exploration well and one appraisal well were drilled successfully. Environmental surveys, impact assessments for drilling and 3-D seismic survey acquisition for the first 600,000 acres were completed in 2004.

     Argentina: ChevronTexaco operates in Argentina through its subsidiary, Chevron San Jorge S.R.L. The company and its partners hold more than 3.4 million exploration and production acres in the Neuquén and Austral basins in 19 production concessions (18 operated and one nonoperated) and seven exploration blocks (five operated and two nonoperated). Working interests range from approximately 19 percent to 100 percent in operated license areas. Farm-out agreements are under negotiations in five blocks. Net production in 2004 averaged 56,000 barrels of oil-equivalent per day.

     Brazil: ChevronTexaco holds working interests ranging from 20 percent to 68 percent in five deepwater blocks totaling 1.5 million acres at year-end 2004. Exploration is concentrated in the Campos and Santos basins. In 2004, the National Petroleum Agency approved the company’s plans to evaluate the discoveries in Block BS-4 and Block BC-20, with completion expected by year-end 2006. In the Frade Field, where the company is the operator and has a 43 percent interest, the contract for front-end engineering design (FEED) for a floating, production, storage and offloading vessel and subsea systems was awarded in August 2004. Timing of initial production and booking of reserves is dependent upon FEED results which are expected in late 2005. No proved reserves have been recognized for this project.

     Canada: During 2004, the company divested producing assets in western Canada and sold its wholly owned mid-stream natural gas processing business. The effect of these sales on 2004 net oil-equivalent production was about 16,000 barrels per day. The company continues to maintain strategically significant assets in Canada, including a 27 percent nonoperated interest in the Hibernia Field; a 20 percent nonoperated interest in the Athabasca Oil Sands Project, which is discussed separately on page 26; a 28 percent operated interest in the Hebron project where feasibility studies preceding the major development project are continuing; and exploration opportunities in the Mackenzie Delta and Orphan Basin. Excluding Athabasca, net daily production in 2004 from the company’s Canadian operations was 62,000 barrels of crude oil and natural gas liquids and 51 million cubic feet of natural gas.

     Colombia: Until the end of 2004, ChevronTexaco operated three natural gas fields under two related contracts — the Guajira Association contract and the Build-Operate-Maintain-Transfer (BOMT) contract. The Guajira Association Contract, a 50-50 joint venture production-sharing agreement, expired in December 2004. In 2005, the company continues to operate the fields and receives 43 percent of the production for the remaining life of the fields, as well as continue to operate the BOMT contract until it expires in 2016. Net natural gas production averaged 210 million cubic feet per day in 2004.

     Denmark: ChevronTexaco holds a 15 percent interest in the Danish Underground Consortium (DUC), producing crude oil and natural gas from 15 fields in the Danish North Sea and involving 12 percent to 27 percent interest in five exploration areas. The daily net production from the DUC was 46,000 barrels of crude oil and 130 million cubic feet of natural gas.

     Faroe Islands: In January 2005, the company was awarded five offshore exploration blocks in the Faroe Islands second offshore licensing round. The blocks cover approximately 170,000 acres and are near the recent Rosebank/ Lochnagar discovery in the United Kingdom. The company has a 40 percent interest and will be operator.

     Mexico: In September 2004, ChevronTexaco was awarded authorization from the Mexican Environment and Natural Resources Secretariat for its Environmental Impact Assessment and Risk Assessment for the construction of a proposed LNG receiving and regasification terminal offshore Baja California and, in December, was awarded a natural gas storage permit from the Mexican Regulatory Energy Commission. Also in 2004, the company received notice from the Mexican Communication and Transport Secretariat, through its Port Authority, that it was the winner of the public licensing round for the offshore port terminal.

     Norway: At the Draugen Field, where ChevronTexaco holds about an 8 percent interest, the company’s share of production during 2004 was 11,000 barrels of crude oil per day.

     Russia: In September 2004, the company and OAO Gazprom signed a six-month memorandum of understanding to jointly undertake feasibility studies for the possible implementation of projects in Russia and the United States. This represents a possible opportunity to participate in the development of the vast natural gas and crude oil resource base in Russia and to develop a close partnership with Russia’s largest natural gas producer.

     Trinidad and Tobago: The company has a 50 percent nonoperated interest in four blocks offshore Trinidad. Net natural gas production in 2004 averaged 135 million cubic feet per day. In 2005, the company announced the successful exploration drilling results at the offshore Manatee 1 exploration well in Block 6d. ChevronTexaco operates and holds a 50 percent interest in the well.

      ChevronTexaco holds a 19 percent interest in Clair, a nonoperated development. Platform and pipeline installation has been successfully completed. One well has been pre-drilled, and over 20 production and water injection wells are to be drilled and completed between late 2004 and early 2008. Initial production began in February 2005 and is expected to reach an average net daily production of 12,000 barrels of crude oil and 3 million cubic feet of natural gas by 2006. Initial recognition of proved reserves was in 2001. Some reserves were reclassified from proved undeveloped to proved developed in late 2004. Further reclassifications will occur through 2008 related to planned development drilling. Clair has an expected field life of over 20 years.

      Three producing assets, Galley, Orwell and Statfjord fields, were sold in the first half 2004. The impact of these sales on 2004 U.K. net daily production was 12,000 barrels of crude oil and 19 million cubic feet of natural gas.

     Venezuela: The company operates the onshore Boscan Field under an Operating Services Agreement and receives operating expense reimbursement and capital recovery, plus interest and an incentive fee. Total production in 2004 averaged

113,000 barrels of crude oil per day. The company also has production at the 63 percent-owned LL-652 Field located in Lake Maracaibo. Net production in 2004 averaged 10,000 barrels of oil-equivalent per day. The company operates at LL-652 under a risked service agreement.

      The company also has exploration activity in two blocks offshore Plataforma Deltana. In Block 2, which includes Loran Field, two exploratory wells were drilled successfully in 2004. Proved reserves have not been recognized for this project. The company is operator and holds a 60 percent interest in Block 2. Also in August 2004, the company was awarded a license for Block 3, for which the company will be operator and holds a 100 percent interest. An exploration program for Block 3 is planned for 2005.

     Kazakhstan: The company holds a 50 percent interest in Tengizchevroil (TCO), which is developing the Tengiz and Korolev crude oil fields located in western Kazakhstan, under a 40-year concession that expires in 2033. Net oil-equivalent production averaged 178,000 barrels per day in 2004.

      TCO is currently undertaking a significant expansion composed of two integrated projects referred to as the Sour Gas Injection (SGI)/Second Generation Project (SGP). At a total cost in excess of $4 billion, the expansion is designed to increase TCO’s crude oil production capacity from 298,000 barrels per day to between 430,000 and 500,000 barrels per day by late 2006, depending on the final effects of the SGI.

      SGP involves the construction of a large processing train for treating crude oil and the associated sour gas. The SGP design is based on the same conventional technology employed in the existing processing trains. In addition to new processing capacity, SGP involves drilling and/or completing 55 production wells in the Tengiz and Korolev reservoirs to generate the volumes required for the new processing train. Proved undeveloped reserves associated with SGP were recognized in 2001. Some of these reserves were reclassified to proved developed in 2004 based upon completion of certain project milestones. Over the next decade, ongoing field development is expected to result in the maturation of the current proved undeveloped reserves to proved developed.

      SGI involves taking a portion of the rich, sour gas separated from the crude oil production at the SGP processing train and re-injecting it into the Tengiz and Korolev reservoirs. ChevronTexaco expects that SGI will have two key effects. First, SGI will reduce the sour gas processing capacity otherwise required at SGP, thereby increasing liquid production capacity and lowering the quantities of sulfur and gas that would otherwise be generated. Second, over time it is expected that SGI will increase production efficiency and recoverable volumes due to the maintenance of higher reservoir pressure from the gas re-injection. Between 2006 and 2008, the company anticipates recognizing additional proved reserves associated with the SGI expansion. The primary SGI risks include uncertainties about compressor performance associated with injecting high-pressure sour gas and subsurface responses to injection.

      Essentially all of TCO’s production is exported through the CPC pipeline that runs from Tengiz in Kazakhstan to tanker loading facilities at Novorossiysk on the Russian coast of the Black Sea. CPC, which is expected to be expanded in stages through the end of 2008, is anticipated to fully accommodate TCO expansion volumes by the end of 2007. TCO is currently pursuing alternate transportation routes to accommodate expansion volumes prior to the end of 2007 as necessary.

     Venezuela: ChevronTexaco has a 30 percent interest in the Hamaca heavy oil production and upgrading project located in Venezuela’s Orinoco Belt. The crude oil upgrading began in October 2004. The facility is expected to reach design capacity in the first quarter 2005 to process 190,000 barrels per day of heavy crude oil (8.5° API) and upgrade into 180,000 barrels of lighter, higher-value crude oil (26° API). In 2004, net production averaged 24,000 barrels of crude oil per day.

      The company sells natural gas and natural gas liquids from its producing operations under a variety of contractual arrangements. Outside the United States, the majority of the company’s natural gas sales occur in the United Kingdom, Australia, Canada, Latin America, and in the company’s affiliate operations in Kazakhstan. International natural gas liquids sales take place in the company’s Canadian upstream operations, with lower sales levels in Africa, Australia and Europe. Refer to “Selected Operating Data” on page FS-10 in Management’s Discussion and Analysis of Financial Condition and Results of Operations for further information on the company’s natural gas and natural gas liquids sales volumes.

      Distillation operating capacity utilization in 2004, adjusted for sales and closures, averaged 91 percent in the United States (including asphalt plants) and 89 percent worldwide (including affiliates), compared with 91 percent in the United States and 88 percent worldwide in 2003. ChevronTexaco’s capacity utilization at its U.S. fuels refineries (i.e., excluding asphalt plants) averaged 96 percent in 2004, compared with 95 percent in 2003. Capacity utilization at the company’s wholly owned U.S. cracking and coking facilities, which are the primary facilities used to convert heavier products to gasoline and other light products, averaged 89 percent and 85 percent in 2004 and 2003, respectively. The company processed imported and domestic crude oil in its U.S. refining operations. Imported crude oil accounted for about 81 percent and 75 percent of ChevronTexaco’s U.S. refinery inputs in 2004 and 2003, respectively.

      In July 2004, the company acquired an additional interest in the Singapore Refining Company Pte. Ltd. (SRC), increasing ownership from 33 percent to 50 percent. The additional interest in SRC is expected to strengthen the company’s existing strategic position in the Asia-Pacific area, one of the company’s core markets.

      The company’s U.S. West Coast and Gulf Coast refineries produce low sulfur fuels that meet 2006 federal government specifications. Investments required to produce low sulfur fuels in Europe and Canada were completed by the end of 2004 while clean fuel projects in South Africa and Australia are scheduled to be completed in 2005.

The daily refinery inputs over the last three years for the company and affiliate refineries are shown in the following table.

(Inputs and Capacities in Thousands of Barrels per Day)

     Product Sales: The company markets petroleum products throughout much of the world. The principal brands for identifying these products are “Chevron,” “Texaco” and “Caltex.”

      The following table shows the company’s and affiliates’ refined products sales volumes, excluding intercompany sales, for the three years ending December 31, 2004.

(Thousands of Barrels per Day)

      In the United States, the company markets under the Chevron and Texaco brands. The company supplies directly or through retailers and marketers almost 9,000 branded motor vehicle retail outlets, concentrated in the southern, eastern, southwestern and western states. Approximately 700 of the outlets are company-owned or -leased stations. By the end of the year, the company was supplying more than 1,000 Texaco retail sites, primarily in the Southeast. The Company plans to supply additional sites in the Southeast and West during 2005.

      Outside of the United States, ChevronTexaco supplies directly or through retailers and marketers approximately 16,700 branded service stations, including affiliates, in nearly 90 countries. In Canada, primarily in British Columbia, the company markets under the Chevron brand name. In Europe, the company has marketing operations under the Texaco brand in the United Kingdom, Ireland, the Netherlands, Belgium, Luxembourg and the Canary Islands. In West Africa, the company operates or leases to retailers in Cameroon, Côte d’Ivoire, Nigeria, Republic of Congo, Togo and Benin. In these regions, the company mainly uses the Texaco brand name. The company also operates across the Caribbean, Central America, and South America, with a significant presence in Brazil, using the Texaco brand name. In the Asia-Pacific region, Southern, Central and East Africa, Egypt, and Pakistan, ChevronTexaco uses the Caltex brand name.

      The company also operates through affiliates under various brand names. In Denmark and Norway, the company operates through its 50 percent-owned affiliate, HydroTexaco, using the Y-X and Uno-X brands. In the United Arab Emirates, the company operates through its 40-percent-owned Emirates Petroleum Products Co. joint venture, using the EPPCO brand. In South Korea, the company operates through its 50-percent-owned affiliate, LG Caltex, using the LG Caltex brand. This brand name will become GS Caltex effective March 31, 2005. The company’s 50-percent-owned affiliate in Australia operates primarily using the Caltex brand.

      Throughout 2004, the company continued the marketing and sale of service station sites. Worldwide, dispositions totaling nearly 1,600 sites occurred as part of a decapitalization program in 2003 and 2004. In most cases, current sales volumes will continue through branded sales agreements.

      In addition to the above activities, the company manages other marketing businesses globally. In global aviation fuel marketing, the company markets 500,000 barrels per day of aviation fuel in 80 countries, representing a worldwide market share of about 12 percent. The company is the leading marketer of jet fuels in the United States. ChevronTexaco markets an extensive line of lubricant products in about 170 countries.

     Pipelines: ChevronTexaco owns and operates an extensive system of crude oil, refined products, chemicals, natural gas liquids and natural gas pipelines in the United States. The company also has direct or indirect interests in other U.S. and international pipelines. The company’s ownership interests in pipelines are summarized in the following table.

     The Caspian Pipeline Consortium (CPC) operates a crude oil export pipeline from the Tengiz Field in Kazakhstan to the Russian Black Sea port of Novorossiysk. At the end of 2004, CPC had 10 transportation agreements in place and was transporting 550,000 barrels of crude oil per day from the Caspian region. Russian crude oil entered CPC in late 2004, and is forecasted to rise to about 120,000 barrels per day during 2005, bringing the pipeline capacity to 670,000 barrels per day.

      The pipeline system is expandable to 1.4 million barrels per day with additional pump stations and tanks. CPC is in the initial planning stages of expanding the system. Expansion is expected to be completed in phases, with a total cost estimated at $2 billion. Full build-out to 1.4 million barrels per day is currently scheduled to be complete by the end of 2008 with additional planned capacity to begin operating in 2006 and 2007. ChevronTexaco has a 15 percent ownership interest in CPC.

     Tankers: ChevronTexaco’s controlled seagoing fleet at December 31, 2004, is summarized in the following table. All controlled tankers were utilized in 2004. In addition, at any given time, the company has approximately 70 vessels under a voyage basis or as time charters of less than one year.

     Federal law requires that cargo transported between U.S. ports be carried in ships built and registered in the United States, owned and operated by U.S. entities and manned by U.S. crews. At year-end 2004, the company’s U.S. flag fleet was engaged primarily in transporting refined products between the Gulf Coast and the East Coast, and from California refineries to terminals on the West Coast and in Alaska and Hawaii.

      The international flag vessels were engaged primarily in transporting crude oil from the Middle East, Indonesia, Mexico and West Africa to ports in the United States, Europe and Asia. Refined products also were transported by tanker worldwide.

      In addition to the vessels described above, the company owns a one-sixth interest in each of seven liquefied natural gas (LNG) tankers transporting cargoes for the North West Shelf (NWS) project in Australia. In early 2004, the company assumed full operatorship of one of the tankers, theNorthwest Swan, on behalf of the project’s participants. Additionally, the NWS project has two LNG tankers under long-term time charter.

      The Federal Oil Pollution Act of 1990 requires the scheduled phase-out, by year-end 2010, of all single-hull tankers trading to U.S. ports or transferring cargo in waters within the U.S. Exclusive Economic Zone. This has raised the demand for double-hull tankers. By the end of 2004, ChevronTexaco had a total of 18 company-operated double-hull tankers in operation. The company is a member of many oil-spill-response cooperatives in areas around the world in which it operates.

      Chevron Phillips Chemical Company LLC (CPChem) is a 50-50 joint venture with ConocoPhillips Corporation. CPChem owns or has joint venture interests in 32 manufacturing facilities and six research and technical centers in the United States, Puerto Rico, Belgium, China, Mexico, Saudi Arabia, Singapore, South Korea and Qatar.

      In 2004, along with its Saudi partner, CPChem secured approvals to proceed with construction of an integrated, world-scale styrene facility, along with the expansion of an existing, adjacently located aromatics plant in Al Jubail, Saudi Arabia. This $1.2 billion project is scheduled for completion in the first half of 2008.

      Also during 2004, CPChem continued the development of the Q-Chem II and Ras Laffan ethylene projects in Qatar. Final approvals by the project partners for this world-scale olefins and polyolefins development are expected in 2005.

      ChevronTexaco’s Oronite brand fuel and lubricant additives business is a leading developer, manufacturer and marketer of performance additives for fuels and lubricating oils. The company owns and operates facilities in the United States, France, the Netherlands, Singapore and Japan and has equity interests in facilities in India and Mexico. In January 2005, the company announced it is closing its manufacturing plant in Brazil. The closure is expected to be completed by the end of 2005.

      The company’s coal mining and marketing subsidiary, The Pittsburg & Midway Coal Mining Co. (P&M), owned and operated two surface mines, McKinley, in New Mexico, and Kemmerer, in Wyoming, and one underground mine, North River, in Alabama, at year-end 2004. In addition, final reclamation activities were under way at the York Canyon and Farco mines, located in New Mexico and Texas, respectively. P&M also owns an approximate 30 percent interest in Inter-American Coal Holding N.V., which has interests in coal mining operations in Venezuela as well as in trading and transportation activities.

      Sales of coal from P&M’s wholly owned mines and from its affiliates were 14.6 million tons, an increase of 9 percent from 2003. The increase was primarily a result of higher production at P&M’s surface mine located near Gallup, New Mexico.

      At year-end 2004, P&M controlled approximately 167 million tons of developed and undeveloped coal reserves, including reserves of environmentally desirable low-sulfur coal. The company is contractually committed to deliver approximately 14 million tons of coal per year through the end of 2006 and believes it can satisfy these contracts from existing coal reserves.

      In Canada, ChevronTexaco holds a 20 percent nonoperating interest in the Athabasca Oil Sands Project (AOSP). Bitumen is extracted from oil sands and upgraded into synthetic crude oil using hydroprocessing technology. The integrated operation at AOSP commenced in 2003 with ramp-up of production continuing in 2004. Total 2004 bitumen production averaged 134,000 barrels per day (about 27,000 net barrels). At full capacity in 2005, AOSP is expected to reach total production of 155,000 barrels per day.

      ChevronTexaco’s Global Power Generation (GPG) has more than 20 years experience in developing and operating commercial power projects. With 13 power assets located in the United States and Asia, GPG manages the production of more than 3,300 megawatts of electricity in its facilities. All of the facilities are owned through joint ventures. The company operates efficient gas-fired cogeneration facilities, some of which produce steam for use in upstream operations to facilitate production of heavy oil.

      The 50-50 Sasol Chevron Global Joint Venture was established in October 2000 to develop a worldwide gas-to-liquids (GTL) business. In Nigeria, construction for the planned gas-to-liquids facility at Escravos is expected to begin in 2005, pending finalization of fiscal terms. Projects to build GTL plants are being considered for Qatar and Australia.

      The company’s Energy Technology Company delivers integrated technologies and services to the upstream, downstream and gas-based businesses. These activities include deepwater exploration and production systems, reservoir management and optimization, heavy oil recovery and upgrading, shallow-water production operations, gas-to-liquids processing, improved refining processes, and safe, incident-free plant operations.

      Additionally, ChevronTexaco’s Technology Ventures Company focuses on identification, growth and commercialization of emerging technologies that have the potential to transform how energy is produced or consumed. The range of business spans early-stage investing of venture capital in emerging technologies to developing joint venture companies in new energy systems, such as hydrogen infrastructure, advanced battery systems, nano-materials and renewable energy applications.

      ChevronTexaco’s research and development expenses were $242 million, $228 million and $221 million for the years 2004, 2003 and 2002, respectively.

      Because some of the investments the company makes in the areas described above are in new or unproven technologies and business processes, ultimate success is not certain. Although not all initiatives may prove to be economically viable, the company’s overall investment in this area is not significant to the company’s consolidated financial position.

      Virtually all aspects of the company’s businesses are subject to various federal, state and local environmental, health and safety laws and regulations. These regulatory requirements continue to change and increase in both number and complexity and to govern not only the manner in which the company conducts its operations, but also the products it sells. ChevronTexaco expects more environmental-related regulations in the countries where it has operations. Most of the costs of complying with the many laws and regulations pertaining to its operations are embedded in the normal costs of conducting its business.

      In 2004, the company’s U.S. capitalized environmental expenditures were $145 million, representing approximately 5 percent of the company’s total consolidated U.S. capital and exploratory expenditures. These environmental expenditures include capital outlays to retrofit existing facilities, as well as those associated with new facilities. The expenditures are predominantly in the petroleum segment and relate mostly to air-and-water quality projects and activities at the company’s refineries, oil and gas producing facilities, and marketing facilities. For 2005, the company estimates U.S. capital expenditures for environmental control facilities will be approximately $240 million. The future annual capital costs of fulfilling this commitment are uncertain and will be governed by several factors, including future changes to regulatory requirements.

      Further information on environmental matters and their impact on ChevronTexaco and on the company’s 2004 environmental expenditures, remediation provisions and year-end environmental reserves are contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations on pages FS-15 to FS-16, and on page FS-18 of this Annual Report on Form 10-K.

      The company’s Internet website can be found athttp://www.chevrontexaco.com/. Information contained on the company’s Internet website is not part of this Form 10-K report.

      The company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available on the company’s website, free of charge, soon after such reports are filed with or furnished to the SEC.

      Alternatively, you may access these reports at the SEC’s Internet website: http://www.sec.gov/.

      The location and character of the company’s oil, natural gas and coal properties and its refining, marketing, transportation and chemicals facilities are described above under Item 1. Business Information required by the Securities Exchange Act Industry Guide No. 2 (“Disclosure of Oil and Gas Operations”) is also contained in Item 1 and in Tables I through VII on pages FS-57 to FS-68 of this Annual Report on Form 10-K. Note 15, “Properties, Plant and Equipment,” to the company’s financial statements is on page FS-41 of this Annual Report on Form 10-K.

None.

None.

      The Executive Officers of the Corporation consist of the Chairman of the Board, the Vice Chairman of the Board, and such other officers of the Corporation who are either Directors or members of the Executive Committee or who are chief executive officers of principal business units. Except as noted below, all of the Corporation’s Executive Officers have held one or more of such positions for more than five years.

      The information on ChevronTexaco’s common stock market prices, dividends, principal exchanges on which the stock is traded and number of stockholders of record is contained in the Quarterly Results and Stock Market Data tabulations, on page FS-22 of this Annual Report on Form 10-K.

      The selected financial data for years 2000 through 2004 are presented on page FS-57 of this Annual Report on Form 10-K.

      The index to Management’s Discussion and Analysis, Consolidated Financial Statements and Supplementary Data is presented on page FS-1 of this Annual Report on Form 10-K.

      The company’s discussion of interest rate, foreign currency and commodity price market risk is contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations — “Financial and Derivative Instruments,” beginning on page FS-14 and Note 8 to the Consolidated Financial Statements, “Financial and Derivative Instruments,” beginning on page FS-35.

      The index to Management’s Discussion and Analysis, Consolidated Financial Statements and Supplementary Data is presented on page FS-1 of this Annual Report on Form 10-K.

      None.

      (a)       Evaluation of Disclosure Controls and Procedures

      (b)       Management’s Report on Internal Control Over Financial Reporting

      (c)       Changes in Internal Control Over Financial Reporting

      No change.

      No rule 10b5-1 plans were adopted by executive officers or directors for the period that ended on December 31, 2004.

      The information on Directors appearing under the heading “Election of Directors – Nominees For Directors” in the Notice of the 2005 Annual Meeting of Stockholders and 2005 Proxy Statement, to be filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 (the “Exchange Act”), in connection with the company’s 2005 Annual Meeting of Stockholders, is incorporated by reference in this Annual Report on Form 10-K. See Executive Officers of the Registrant on pages 29 and 30 of this Annual Report on Form 10-K for information about Executive Officers of the company.

      The company has a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The members of the Audit Committee are Sam Ginn (Chairperson), Robert E. Denham, Franklyn G. Jenifer and Charles R. Shoemate, all of whom are independent under the New York Stock Exchange Corporate Governance Rules. Of these Audit Committee members, Robert E. Denham, Sam Ginn and Charles R. Shoemate are audit committee financial experts as determined by the Board within the applicable definition of the Securities and Exchange Commission.

      The information contained under the heading “Stock Ownership Information – Section 16(a) Beneficial Ownership Reporting Compliance” in the Notice of the 2005 Annual Meeting of Stockholders and 2005 Proxy Statement, to be filed pursuant to Rule 14a-6(b) under the Exchange Act, in connection with the company’s 2005 Annual Meeting of Stockholders, is incorporated by reference in this Annual Report on Form 10-K.

      The company has adopted a code of business conduct and ethics for directors, officers (including the company’s Chief Executive Officer, Chief Financial Officer and Comptroller) and employees, known as the Business Conduct and Ethics Code. The code is available on the company’s Internet Web site athttp://www.chevrontexaco.com/. Any amendments to the Business Conduct and Ethics Code will be posted on the company’s Web site.

      The information appearing under the headings “Executive Compensation” and “Directors Compensation” in the Notice of the 2005 Annual Meeting of Stockholders and 2005 Proxy Statement, to be filed pursuant to Rule 14a-6(b) under the Exchange Act, in connection with the company’s 2005 Annual Meeting of Stockholders, is incorporated herein by reference in this Annual Report on Form  10-K.

      The information appearing under the headings “Stock Ownership Information – Directors’ and Executive Officers’ Stock Ownership” and “Stock Ownership Information – Other Security Holders” in the Notice of the 2005 Annual Meeting of Stockholders and 2005 Proxy Statement, to be filed pursuant to Rule 14a-6(b) under the Exchange Act, in connection with the company’s 2005 Annual Meeting of Stockholders, is incorporated by reference in this Annual Report on Form 10-K.

      The information contained under the heading “Equity Compensation Plan Information” in the Notice of the 2005 Annual Meeting of Stockholders and 2005 Proxy Statement, to be filed pursuant to Rule 14a-6(b) under the Exchange Act, in connection with the company’s 2005 Annual Meeting of Stockholders, is incorporated by reference in this Annual Report on Form 10-K.

      The information appearing under the heading “Board Operations – Certain Business Relationships Between ChevronTexaco and its Directors and Officers” in the Notice of the 2005 Annual Meeting of Stockholders and 2005 Proxy Statement, to be filed pursuant to Rule 14a-6(b) under the Exchange Act, in connection with the company’s 2005 Annual Meeting of Stockholders, is incorporated by reference in this Annual Report on Form 10-K.

      The information appearing under the headings “Ratification of Independent Registered Public Accounting Firm – Principal Accountant Fees and Services” and “Ratification of Independent Registered Public Accounting Firm – Audit Committee Pre-Approval Policies and Procedures” in the Notice of the 2005 Annual Meeting of Stockholders and 2005 Proxy Statement, to be filed pursuant to Rule 14a-6(b) under the Exchange Act, in connection with the company’s 2005 Annual Meeting of Stockholders, is incorporated by reference in this Annual Report on Form 10-K.